2019 Member Vote

Frequently Asked Questions

1. Why are we having a Member Vote?

We are having a Member Vote to consider changes to our constitutional documents to provide for greater inclusion and flexibility in our governance structures and update our Professional Conduct By-Laws and NZICA Rules. Changes to the Supplemental Charter, By-Laws and NZICA Rules, CA ANZ's key governing documents, require a Member Vote.

2. What is the Member Vote about?

The vote follows an independent Review of your governance structures endorsed by the CA ANZ Council and Board in November 2017. The three key areas of change relate to Governance, Professional Conduct and the NZICA Rules. The main objective of the Member Vote is to make the CA ANZ governance structure more flexible and to strengthen our Professional Conduct By-Laws and NZICA Rules.

3. When will the Member Vote take place?

The voting period will take place from Monday 29 April 2019 to Monday 27 May 2019. Online and postal voting will open at 9am AEST Monday 29 April 2019 and close at 12 noon AEST Monday 27 May 2019. Members resident in New Zealand will have the opportunity to vote on the resolution to amend the NZICA Rules during a Special General Meeting on Thursday 30 May 2019 if they have not already done so earlier. The Special General Meeting will be held as follows:

Time/date: 9am, Thursday 30 May 2019

Venue: Conference Room 1, Level 7, Chartered Accountants House, 50 Customhouse Quay, Wellington 6011

4. How can I vote?

Members may vote either online or by post (or, for those members in New Zealand, in person at the Special General Meeting as outlined above). Eligible Voting Members who have registered an email address with CA ANZ will receive an email to their nominated email address through CA ANZ with a link to vote through our independent voting house, electionz.com. If you do not have a valid email address recorded with CA ANZ, you will receive an instruction letter in the post to your nominated postal address. If you have any questions about voting please contact iro@electionz.com via email, and by phone on 1800 859 370 (Toll free from Australia only) or 0800 666 047 (Toll free within New Zealand).

5. Who is eligible to vote?

All CA ANZ full financial members are eligible to vote on proposed changes to the Supplemental Charter and By-Laws. Only members residing in New Zealand will be able to vote on changes to the NZICA Rules, which are applicable only to members in New Zealand.

6. Why do New Zealand members have an additional resolution?

The New Zealand Institute of Chartered Accountants Act 1996 (NZICA Act) provides that NZICA is responsible for regulating CA ANZ members in New Zealand. The NZICA Act requires NZICA to have Rules governing regulatory, professional conduct and other matters. Amendments to the NZICA Rules generally require approval by New Zealand resident CA ANZ members. As well as being subject to the NZICA Rules for regulatory and conduct matters, New Zealand members are also subject to the CA ANZ By-Laws (for all matters other than regulation and conduct) and Supplemental Charter. This Member Vote is in relation to all of these constitutional documents. New Zealand members are able to vote on amendments to all of these documents. Members outside of New Zealand are not able to vote on the NZICA Rules as these apply only in New Zealand.

7. What will a yes vote mean?

A yes vote will mean changes to our constitutional documents as specified in the appendices to this Explanatory Memorandum.

8. What will a no vote mean?

A no vote is a vote for the status quo. There will be no changes to the Supplemental Charter, By-Laws or the NZICA Rules and the governance of CA ANZ will continue in its current form.

9. What will approval by members of only some of the Resolutions mean for the future?

To be approved, the proposed changes to the Supplemental Charter require approval by a two-thirds majority of those members who vote and the By-Laws, including changes to the Professional Conduct By-Laws and NZICA Rules, require approval by a majority of those members who vote.

Resolution 2 and Resolution 4 are dependent upon joint approval by members for effective implementation of the proposed changes in the Supplemental Charter and the By-Laws. Resolutions 1, 3 and 5 will be able to be implemented individually in the By-Laws and NZICA Rules, as appropriate, if approved by members.

In the event that the proposed changes to the Supplemental Charter are not approved by members but the proposed changes to the By-Laws are approved, or vice versa, a review of the specific impacts to the proposed changes will need to be completed and communicated to the membership.

10. Why are members outside New Zealand not permitted to vote on the New Zealand specific resolution?

The NZICA Rules are a statutory requirement under the NZICA Act 1996 and apply only to New Zealand resident members.

11. What will change if members approve the proposed recommendations?

If members vote in favour of the proposed changes, these changes will be made to the Supplemental Charter, By-Laws and NZICA Rules. The By-Laws are binding on members and CA ANZ.

12. Do I have to vote?

Voting is voluntary. However, all full financial members are encouraged to vote so that their individual voice is heard and their interests as members continue to be represented effectively. The governance structures exist to ensure that the organisation continues to act in the best interests of members and the profession.

13. What majority is required for a successful vote?

The proposed recommendations to the Supplemental Charter must be approved by two-thirds of members who vote. The proposed recommendations to the By-Laws must be approved by a majority of members who vote.

14. What happens if members vote 'no'?

Changes to the Supplemental Charter and By-Laws cannot be made without a successful Member Vote.

15. When will the changes come into effect?

A Member Vote will be held commencing Monday 29 April to Monday 27 May 2019 to approve the proposed changes. Royal assent from the Australian Governor General is then required, and once this has been received, the changes will come into effect immediately. The NZICA Rule changes will come into effect following the Special General Meeting once the resolution has been countersigned by the Chair of the CA ANZ Board. There will be a period of transition to implement all of the required changes.

16. How have members been involved in the process?

Members have been consulted throughout the independent Review process through face-to-face interviews and online feedback forms that were made available through the website. The Board and CA ANZ Council also appointed the MGAG to provide a member perspective, input and assistance in April 2017.

17. What is the Supplemental Charter?

The Supplemental Charter is the document that formally establishes Chartered Accountants Australia and New Zealand. The Supplemental Charter can only be changed by a Member Vote and Royal assent from the Australian Governor General. The Australian Governor General's approval is required to ensure that the proposed changes do not adversely impact the original grant of the Royal Charter, members or CA ANZ's ability to successfully manage its affairs. If the Member Vote results in a positive outcome, CA ANZ will be required to provide the Australian Governor General with amended constitutional documents; a statutory declaration that the vote procedure complied with the relevant provisions of the current Supplemental Charter and By-Laws; and confirmation from external lawyers acting for CA ANZ that the proposed changes comply with Australian and New Zealand law. The proposed changes become effective upon the date of approval by the Australian Governor General.

18. What are By-Laws?

By-Laws are the contract that CA ANZ has as a professional body with its members. By-Laws can only be changed by a Member Vote and Royal assent from the Australian Governor General. The By-Laws govern rules regarding membership, standards of conduct, membership fees and our governing bodies.

19. Why does the Australian Governor General have to provide Royal assent? What is the nature of this process?

The Governor General must provide Royal assent in order to make changes to the Supplemental Charter. As CA ANZ is incorporated by Supplemental Charter, amendments to the Supplemental Charter require approval from the Governor General. This is a legal procedure and does not involve the Governor General making judgements on the content of the changes.

20. How will recommendations made in the independent Review be implemented?

Some of the recommendations made in the independent review require changes to the Supplemental Charter and By-Laws to be put into effect. Others can be implemented by the organisation through internal processes. All recommendations affecting the Supplemental Charter and By-Laws will be implemented if approved by members. All other recommendations affecting process improvements will be implemented during a transition period after the vote.

21. What is the impact on the Council?

The Council would be renamed the "CA ANZ Council" to improve consistency and clarity, and would be comprised of between 16 and 25 members. This is in comparison to the current Council which has 16 members in total. This will increase our ability to represent a broader range of members to reflect our diverse membership. Further, Councillors may be appointed from the membership by the CA ANZ Council where a specific representational need has been identified.

22. What is the impact on the Board?

The Board will increase its total number of Directors from ten to twelve, with the addition of the two Vice Presidents who currently attend as observers only. This will increase representation of members to reflect our broad membership.

23. What is the impact on the Nominations & Governance Committee?

The Nominations & Governance Committee, a Committee which is appointed by the CA ANZ Council, would continue to be responsible for recommending appointments to the Board and the Board evaluation process. The current positions of the two Vice Presidents will be removed and the immediate Past President position will be replaced by an independent member. If approved, the total number of committee members will reduce from seven to five.

24. What is the impact on Regional Councils?

Regional Councils will be named for their region going forward, eg NSW Council (instead of NSW Regional Council). The remit of these representative governance bodies does not change. This will simplify how we refer to our committees to improve consistency and clarity. The composition of Regional Councils will also change to include a proportion of appointed members as well as elected positions, in order to better balance skills and member representation on these bodies.

25. What is the impact on Local Leadership Teams (LLTs) in New Zealand?

Local Leadership Teams would be named Local Committees and retain the same role and function of the current Local Leadership Teams. The New Zealand Council is proposed to have responsibility for appointing members to the Local Committees in consultation with the Local Committee members and CA ANZ Management, rather than the current more expensive election processes.

26. What is the impact on the Overseas Member Committees?

The four current Overseas Member Committees in Hong Kong, Malaysia, Singapore and the United Kingdom will transition to Overseas Regional Councils for each respective country above and be named accordingly: Hong Kong Council, Malaysia Council, Singapore Council and UK Council. Like the Australian Regional Councils, these Overseas Regional Councils will comprise six elected Councillors, three appointed Councillors and will have the discretion to retain their respective CA ANZ Council representative, when applicable, as an ex-officio member participating as a full member of the Overseas Regional Council and having voting rights, for the duration of their CA ANZ Council term only.

27. Why isn't there a "Rest of World" Councillor on the CA ANZ Council?

It is intended that members in the Rest of the World will be represented by a Councillor appointed to the CA ANZ Council should members approve the resolution incorporating an increase in CA ANZ Council size.

28. What will be the impact on member services?

Member services continue to evolve following the strategic review and transformation of the organisation. The governance review and change in the Supplemental Charter and By-Laws does not impact these activities directly.

29. What will the proposed changes mean for me?

This is preparing us for the profession of the future. Changes will increase representation in our governance bodies and make succession easier to understand. Changes to terminology will help members better understand our governance structure. The proposed changes as a whole will enable us to continue representing our members’ interests into the future.

30. How does the representation of the CA ANZ Council work?

The CA ANZ Council works like a Senate, not a House of Representatives which appoints its members based on geographical locations rather than numbers. This model has worked well for CA ANZ and has been effective and successful.

31. What are the NZICA Rules?

The NZICA Act regulates aspects of the practice of accountancy by New Zealand members. Legally, the New Zealand Institute of Chartered Accountants remains in place to carry out certain functions under the NZICA Act. The NZICA Act requires rules to be in place which govern aspects of professional conduct, regulation of accounting services provided to the public, NZICA governance and other matters in relation to NZICA members resident in New Zealand. Changes to these NZICA Rules are (with the exception of some of the Appendices) required to be put to Member Vote.

32. Why are changes to the NZICA Rules needed?

The NZICA Rules require a number of amendments to address aspects of professional conduct, public practice and governance as well as general 'housekeeping' tidy-ups. Some of these proposed amendments are very minor. Others are required to ensure the NZICA Rules are in line with regulation and our current practice, or to correct deficiencies, or to future-proof for legislative change.

33. If I am a member resident in New Zealand, how can I vote at the Special General Meeting (SGM)?

Members resident in New Zealand will have the opportunity to vote on the resolution to amend the NZICA Rules during a Special General Meeting on Thursday 30 May 2019 if they have not already done so earlier. The Special General Meeting will be held as follows:

Time/date: 9am, Thursday 30 May 2019

Venue: Conference Room 1, Level 7, Chartered Accountants House, 50 Customhouse Quay, Wellington 6011.

34. What has been the consultation process to develop changes to the NZICA Rules?

In developing and drafting the proposed changes to the NZICA Rules, relevant NZICA governance bodies have been consulted. These include the New Zealand Regulatory Board and Professional Conduct bodies (Disciplinary Tribunal, Appeals Council and Professional Conduct Committee). The Financial Markets Authority (FMA) has also been advised on specific aspects. Independent legal advice has also been obtained. Within CA ANZ, the New Zealand Conduct, Regulation and Governance teams have liaised with their Australian counterpart teams in developing the proposed amendments.

35. Following changes in 2016, what did the post implementation review of the Australian Professional Conduct By-Laws reveal?

It revealed respondents are very happy with the operation of the new disciplinary system. The introduction of CA ANZ's new disciplinary system has been very effective so far. Some suggestions were made regarding potential By-Law changes.

36. What are full financial members?

All CA ANZ full financial members are eligible to vote on proposed changes to the Supplemental Charter and By-Laws. Only members residing in New Zealand will be able to vote on changes to the NZICA Rules, which are applicable only to members in New Zealand. Full financial members are members who are not in arrears for more than three months in payment of any subscription, fee, or other amount payable to CA ANZ as at the vote closing date.

Members may vote either online or by post (or, for those members in New Zealand, in person at the Special General Meeting as outlined above). Eligible Voting Members who have registered an email address with CA ANZ will receive an email to their nominated email address through CA ANZ with a link to vote through our independent voting house, electionz.com. If you do not have a valid email address recorded with CA ANZ, you will receive an instruction letter in the post to your nominated postal address. If you have any questions about voting please contact iro@electionz.com via email, and by phone on 1800 859 370 (Toll free from Australia only) or 0800 666 047 (Toll free within New Zealand).

37. Will the current Chair of the Board be returning to resume a third term if the proposed changed are passed?

No, the current Chair has elected not to re-apply to CA ANZ Council for appointment to serve a third term as a director of CA ANZ.

38. Who appoints members of the Nominations & Governance Committee?

Members of the Nominations & Governance Committee are appointed by the Council.

39. Why does NZICA still exist?

As part of the legal arrangements for the merger of ICAA and NZICA in 2015, the NZ Parliament amended the NZICA Act (to facilitate the merger) but did not remove it. The Act requires that NZICA remain in place to regulate CA ANZ members living in New Zealand.  The arrangements also require that CA ANZ members residing in New Zealand are also members of NZICA.  The Act requires NZICA to have rules that govern professional conduct and other regulatory matters for NZ resident members.  While there is this statutory requirement, NZICA is required to remain in place however the NZICA brand is not proactively promoted to members and the public. Many members may be unaware that NZICA is still in existence unless they are in public practice and are subject to practice reviews or other public practice requirements under the NZICA Rules or have been through the professional conduct process.

Amendments to the NZICA Rules generally require approval by New Zealand resident CA ANZ members. As well as being subject to the NZICA Rules for regulatory and conduct matters, New Zealand members are also subject to the CA ANZ By-Laws (for all matters other than regulation and conduct) and Supplemental Charter. While the Member Vote is in relation to all of these constitutional documents, Members outside of New Zealand are not able to vote on the NZICA Rules as these apply only to New Zealand resident members.

40. What are the costs involved?

The proposed Charter, By-Law (including Professional Conduct) and NZICA Rules changes are mainly operational in nature. There are no ‘one-off’ strategic, resourcing, IT system build or other significant investment costs required to complete implementation of these proposals, if approved. 

Resolutions 1, 3 and 5 (for NZICA only) propose procedural governance changes which will require administrative updates to current forms, documents and committee protocols.Resolutions 2 and 4 propose both structural and procedural governance changes which will require similar administrative updates and may also lead to an increase in related business expenses, including: 

  • To achieve the proposed increase in member representation there may be a proportionate increase in meeting costs. For example, increased representation face to face at some CA ANZ Council meetings may require a corresponding increase in the annual budget allocated to travel and accommodation expenses for attending Councillors, which in future may number more than currently (subject to additional Councillors being appointed)
  • Increasing flexibility and inclusion of representation, such as the establishment of the proposed Overseas Regional Councils, proposed elections and appointment processes will create some additional business as usual expense.

Any financial impacts from the proposed Resolutions are expected to be minimal and will be managed appropriately through normal business as usual budgeting and expense management. CA ANZ continually reviews expenses relating to governance and looks to identify cost-saving measures, including the use of online meeting technology to facilitate meetings where possible, in order to minimise expenditure.

41. Why has Resolution 4 been grouped?

All of the elements in Resolution 4 are recommendations from the Governance Review and they all relate to the same constituent document. As such it was considered appropriate to group these By-Law elements. This was distinguished from the resolutions covering professional conduct, NZICA Rules and the Director terms. Members engaged in the development of the voting process noted that it was important that the voting process was as digestible as possible in terms of the number of resolutions, and as simple as possible to understand and vote.

42. Why is there an increase to the maximum number of terms for Board directors from two terms to three terms?

The flexibility this change provides enables more effective management of Board succession and is consistent with common practice. The term of Board members will remain the same at three years. However, this proposal will seek to increase the maximum number of terms a Director can serve on the Board, from two terms to three terms. Directors must apply for each successive term and the CA ANZ Council must approve any such application.

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